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PERNIX THERAPEUTICS HOLDINGS, INC. FILES (8-K) Disclosing Change in Directors or Principal Officers, Financial Statements and Exhibits(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Agreements of Certain Officers On June 23, 2014, Sanjay S. Patel was appointed to serve as the Company's Chief Financial Officer. Tracy S. Clifford continues to serve as the Company's Controller, Principal Accounting Officer, Treasurer and Secretary of the Company. Mr. Patel brings to Pernix over 15 years of investment banking, institutional investment and public policy experience. Mr. Patel has assisted specialty pharmaceutical and healthcare companies raise more than $7 billion in initial public offerings, follow-on offerings, debt offerings and private placements. He has served as a financial advisor on a variety of mergers, acquisitions and strategic alliances. While on the buyside at a $5bn fund, Mr. Patel was responsible for a global portfolio of generic and specialty pharmaceutical holdings. He also worked with the William J. Clinton Foundation and the Global Fund to negotiate and implement long-term supply agreements for HIV and malaria drugs throughout the developing world. Mr. Patel is a CFA Charterholder and received a Bachelor of Science in Biology and Molecular Genetics with Honors from McGill University in Montreal, Canada. Pursuant to the terms of an employment offer letter between Mr. Patel and the Company, Mr. Patel will receive a base salary of $440,000.00 per year. Mr. Patel is also eligible to participate in the Company's employee benefit plans in a manner consistent with other executives of the Company. Additionally, the Company granted Mr. Patel options to purchase 500,000 shares of the Company's common stock pursuant to the Company's 2009 Stock Incentive Plan, as amended. The options vest in equal one-fourth installments on each of the first, second, third and fourth annual anniversaries of the date of grant. Additionally, in the event Mr. Patel's employment is terminated by the Company without cause, Mr. Patel will be entitled to severance equal to one year's annual base salary plus the cost of one year of health benefits; all restrictions on exercise relating to any equity awards will lapse, and all of Mr. Patel's equity awards will otherwise vest. Additionally, Mr. Patel will receive a pro rata bonus based on actual results against goals of his annual bonus when bonuses for such year are paid. On June 23, 2014, the Company issued a press release announcing the appointment of Mr. Patel as the Company's Chief Financial Officer. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit Number Description 10.1 Employment Offer Letter, dated June 20, 2014 , by and between Pernix Therapeutics Holdings, Inc. and Sanjay S. Patel 99.1 Press release by Pernix Therapeutics Holdings, Inc. dated June 23, 2014 announcing the appointment of Sanjay S. Patel as Chief Financial Officer. 2-------------------------------------------------------------------------------- |